2 647 CHAPTER 52 An Act respecting Metropolitan Toronto Convention Centre Corporation Assented to June 29th, 1988 HER MAJESTY, by and with the advice and consent of the Legislative Assembly of the Province of Ontario, enacts as follows: 1. In this Act, Definitions "Board" means the Board of Directors of the Corporation; "Centre" means the Metro Toronto Convention Centre; "Corporation" means Metropolitan Toronto Convention Centre Corporation; "Minister" means the Minister of Tourism and Recreation or such other member of the Executive Council as the Lieutenant Governor in Council designates to administer this Act. 2. (1) Metropolitan Toronto Convention Centre Cor- *^n~'^ poration, a corporation incorporated under the Corporations Act by letters patent issued on the 4th day of February, 1981, is hereby continued as a corporation without share capital. (2) The Corporations Act does not apply to the Corpora- ^^- ^^^' c. 95 does tlon. not apply (3) The Corporation shall consist of not fewer than seven Con^xKition and not more than thirteen members of whom, (a) not more than ten shall be appointed by the Lieutenant Governor in Council; and (b) not more than three shall be appointed by resolution of the council of The Municipahty of Metropolitan Toronto.

3 648 Chap. 52 METRO. TORONTO CONVENTION CENTRE 1988 Term of office (4) Each member of the Corporation shall hold office for a term not exceeding three years and until his or her successor is appointed and is eligible for reappointment, Board 3. (1) The members of the Corporation form and are its Board of Directors. Chairperson, president Remuneration and expenses (2) The Lieutenant Governor in Council shall designate one of the directors as chairperson of the Board and another of the directors as president and chief executive officer of the Corporation. (3) The Corporation may pay its directors such remuneration and expenses as are fixed by the Lieutenant Governor in Council. Exception. remuneration ^' ^ ^,.... v- l -j. j-* (4) Despite subsection (3), the Corporation shall not pay remuneration to a director in his or her capacity as a director if he or she is, (a) an employee of Her Majesty in right of Ontario or of an agency of Her Majesty in right of Ontario; or R.S.O. 1980, c. 302 (b) an employee, as defined in paragraph 46 of section 208 of the Municipal Act, of a municipality, including a district, metropolitan or regional municipality, or of a local board as defined in the said paragraph 46. Disclosure: (5) Section 132 of the Business Corporations Act, 1982 tatcrest applies with necessary modifications to members of the 1982, c. 4 Board. Chairperson to preside 4. (1) The chairperson shall preside at all meetings of the Board and, in the chairperson's absence, one of the directors present at the meeting who is chosen to act by the directors present at the meeting has all the powers and duties of the chairperson. Quorum (2) A majority of the directors constitutes a quorum for the transaction of business at meetings of the Board. By-laws Executive committee (3) The Board may pass by-laws regulating its proceedings, specifying the powers and duties of the officers and employees of the Corporation, and generally for the conduct and management of the affairs of the Corporation. (4) The Board may appoint from its membership a committee of directors and delegate to such committee any of the powers of the Board.

4 1988 METRO. TORONTO CONVENTION CENTRE Chap (5) A by-law or resolution consented to by the signatures of Approval of all of the directors or all of the members of a committee rwoiution established under subsection (4) is as valid and effective as if it had been passed at a meeting of the Board or committee, respectively, held for that purpose. 5. The Board shall manage and supervise the affairs of the ^^^^ ^ Corporation. 6. (1) The objects of the Corporation are to operate, Objects maintain and manage an international class convention centre facility in The MunicipaHty of Metropolitan Toronto to be known as the Metro Toronto Convention Centre in a manner that will promote and develop tourism and industry in Ontario. (2) The Corporation, for the objects set out in subsection P<w«re (1), has power, (a) to make agreements with persons with respect to the establishment or operation by them of any works or services in connection with the construction, operation and maintenance of the Centre; (b) to operate or grant leases for the operation of retail shops, restaurants, theatres, parking facihties, exhibition facilities, and any other facilities or conveniences incidental to or necessary to the operation of the Centre; (c) to buy, hold, own, hire, maintain, control, take, lease, sell, assign, exchange, transfer, manage, improve, develop or dispose of any real and personal property and any right or privilege that, in the opinion of the Board, is necessary or convenient for the purposes of the Corporation; (d) unless an order has been made under subsection 11 (2), temporarily to invest any surplus moneys not immediately required for the objects of the Corporation in, (i) securities issued by or guaranteed as to principal and interest by the Province of Ontario, any other province of Canada, or Canada, (ii) guaranteed investment certificates of any trust corporation that is registered under the Loan and Trust Corporations Act, 1987, 1987, c. 33

5 i 650 Chap. 52 metro. Toronto convention centre 1988 (iii) deposit receipts, deposit notes, certificates of deposits, acceptances and other similar instruments issued or endorsed by a banic named in 1980^1. Schedule A or B to the Bank Act (Canada) or " ^ ^*^""^ with the Province of Ontario Savings Office, and (iv) term deposits accepted by a credit union as R.s.o. 1980, defined in the Credit Unions and Caisses " ^^ Populaires Act; (e) with the approval of the Lieutenant Governor in Council, (i) to borrow money upon the credit of the Corporation, (ii) to issue, sell or pledge securities of the Corporation, and (iii) to charge, mortgage or pledge all or any currently owned or subsequently acquired real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the Corporation; (f) to enter into agreements with The Municipality of Metropolitan Toronto for the use by the Corporation of services, equipment and facilities of The Municipality of Metropolitan Toronto; and (g) to do anything incidental to the attainment of the objects of the Corporation. Head office 7, (1) The Corporation's head office shall be in The Municipality of Metropolitan Toronto. Sea' (2) The Corporation shall have a seal which shall be adopted by a resolution or by-law of the Board. Staff 8. (1) The Corporation may engage such persons as are considered necessary for the proper conduct of the affairs of the Corporation. Y^ of (2) The Corporation may make use of such services and facilities facilities, including the services of a public servant on secondment, as are provided to it by a ministry, board, commission or agency of the Government of Ontario.

6 1988 METRO. TORONTO CONVENTION CENTRE Chap No action or other proceeding for damages shall be Protection instituted against a director or officer of the Corporation or a former director or officer of the Corporation for any act done liability in good faith in the execution or intended execution of the person's duty or for any alleged neglect or default in the execution in good faith of the person's duty. personal 10. (1) The real property vested in or leased to the Cor- Tax poration is exempt from taxation for municipal and school ^^ p purposes so long as it is actually used and occupied for the purposes of the Corporation. (2) For the purposes of subsection 219 (8) of the Municipality of Metropolitan Toronto Act, the exemption of real property from taxation granted under subsection (1) is deemed to be an exemption provided under section 3 of the Assessment Act. Idem R.S.O. 1980, cc. 314, (1) The income, revenues and profits earned by the Corporation shall be applied only to the furtherance of the objects of the Corporation. Earnings of ^^^^ (2) Any surplus moneys of the Corporation shall, on the Surplus order of the Lieutenant Governor in Council, be paid to the "^ ^^ Treasurer of Ontario and shall form part of the ConsoHdated Revenue Fund. Grants or (3) The Minister may, out of the moneys appropriated p ' therefor by the Legislature, make grants or loans to the Corporation. 12. (1) The fiscal year of the Corporation begins on the 1st day of April in each year and ends on the 31st day of March in the following year. ^"^^ year (2) The Board shall appoint one or more auditors licensed Audit under the Public Accountancy Act to audit the accounts and ^^^ ^^*^' transactions of the Corporation annually. (3) The audit of the accounts of the Corporation is subject ^ ^ f J to the review of the Provincial Auditor. Review by Provinaal Auditor 13. The Corporation shall, after the close of each fiscal Annual year, deliver to the Minister an annual report upon the affairs of the Corporation including the audited financial statements signed by the chairperson of the Board and one other director, and the Minister shall submit the report to the Lieutenant Governor in Council and shall then lay the report before the Assembly if it is in session or, if not, at the next session. ^^

7 652 Chap. 52 METRO. TORONTO CONVENTION CENTRE 1988 Crown agency R.S.O. 1980, c. 106 Grant payable in The Corporation is a Crown agency within the meaning of the Crown Agency Act. 15. (1) Where the Minister is of the opinion that property taxes in the City of Toronto and The Municipality of Metropolitan Toronto may be increased as a result of, (a) the operation of subsection 16 (2); and R.S.O.1980, c. 302 (b) the requirement that outstanding taxes be struck off the roll in accordance with section 495 of the Municipal Act, the Minister may, by order, make a grant to The Corporation of the City of Toronto and The Municipality of Metropolitan Toronto, in the year 1988, under such terms and conditions as the Minister considers necessary in the circumstances. Funds for grant Commencement Idem (2) The money required to pay the grant under subsection (1) shall be paid out of the Consolidated Revenue Fund. 16. (1) This Act, except section 10, comes into force on a day to be named by proclamation of the Lieutenant Governor. (2) Section 10 shall be deemed to have come into force on the 1st day of October, Short title 17. The short title of this Act is the Metropolitan Toronto Convention Centre Corporation Act, 1988.

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